HomeMy WebLinkAbout2017-662 Coop Ext - Evan Hatch Local FestRevised 10/17 1
[Departmental Use Only]
TITLE LocalFest
FY 2017-2018
NORTH CAROLINA
SERVICES AGREEMENT UNDER $90,000.00
RFP
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of
Decermber, 2017, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Mr. Evan Hatch,
(hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Services Agreement (“Agreement”) is for professional services to be
rendered by Provider to County with respect to (insert type of project): festival
planning.
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
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performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, and assigns in the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes, or
conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services.
i) The Provider shall perform as Basic Services the work and services described
herein and as specified in the County’s Request for Proposals or Request for
Qualifications (the “RFP”) “RFP Number 5239 for “the position of Event Planner”
issued August 30th, 2017, and the Provider’s proposal, which are fully incorporated
and integrated herein by reference together with Attachments RFP Response –
LocalFest.pdf and 2016 National Folk Festival Power Point Evan Hatch.pptx
(designate all attachments). In the event a term or condition in any document or
attachment conflicts with a term or condition of this Agreement the term or
condition in this Agreement shall control. Should such conflict arise the priority of
documents shall be as follows: This Agreement, the County’s RFP together with
attachments, Provider’s Proposal together with attachments.
ii) The Basic Services will be performed by the Provider in accordance with the
following schedule: (Insert task list and milestone dates)
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Task Milestone Date
1. Preliminary planning for Local Festival, including location, times dates,
involved parties, general outline. Contract signed. 12/01/2017
2. Meeting with representatives from all involved OC groups. Agree on group
representatives. 12/30/2017
3. Developing festival layout, rough schedule for Friday and Saturday. Budget
prepared. 01/30/2018
4. Have all demonstrators scheduled and under contract. 03/30/2018
5. Have all musicians under contract. 05/01/2018
6. Have all contractors, services, food, layout, under contract. 06/01/2018
7. Have sponsors on board, have website or other social media campaign on track,
other marketing opportunities investigated and signed off on. 07/01/2018
8. Meet with volunteer teams, and develop volunteer staff and managers.
07/01/2018
9. Site setup, logistics, troubleshooting. 10/01/2017
10. Friday pre-festival day. 10/5/2018
11. Festival day operations and post festival cleanup. 10/7/2018
12. Post mortems, cleanup, final reports. 11/1/2018
iii) Should County reasonably determine that Provider has not met the Milestone
Dates established in Section 3(a)(ii), County shall notify Provider of the failure to
meet the Milestone Date. The County, at its discretion may provide the Provider
seven (7) days to cure the breach. County may withhold the accompanying
payment without penalty until such time as Provider cures the breach. In the
alternative, upon Provider’s failure to meet any Milestone Date the County may
modify the Milestone Date schedule. Should Provider or its representatives fail to
cure the breach within seven (7) days , or fail to reasonably agree to such modified
schedule, County may immediately terminate this Agreement in writing, without
penalty or incurring further obligation to Provider. This section shall not be
interpreted to limit the definition of breach to the failure to meet Milestone Dates.
4. Duration of Services
a. Term. The term of this Agreement shall be from December 1, 2017 to October 31, 2018.
b. Scheduling of Services
i) The Provider shall schedule and perform its activities in a timely manner so as to
meet the Milestone Dates listed in Section 3.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be December 1,
2017.
5. Compensation
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a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement.
The maximum amount payable for Basic Services is five thousand Dollars ($5000). In
the event the amount stated on an invoice is disputed by the County, the County may
withhold payment of all or a portion of the amount stated on an invoice until the parties
resolve the dispute. Payment for Basic Services shall become due and payable in direct
proportion to satisfactory services performed and work accomplished. Payments will be
made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are
achieved. (For example, if there are 10 Project Tasks with Milestone Dates then
Provider may invoice for the first 10% of the whole upon County’s acknowledgement of
the satisfactory completion of Task one. Upon the County’s acknowledgement that the
second Task has been satisfactorily completed Provider may invoice for the next 10% of
the whole.)
b. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Mr. Tyrone Fisher) to act
as the County's representative with respect to the Project and shall have the authority to
render decisions within guidelines established by the County Manager and/or the County
Board of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N/A (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
8. Indemnity
a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold
harmless the County from all loss, liability, claims or expense, including attorney's fees,
arising out of or related to the Project and arising from property damage or bodily injury
including death to any person or persons caused in whole or in part by the negligence or
misconduct of the Provider except to the extent same are caused by the negligence or
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willful misconduct of the County. It is the intent of this provision to require the Provider
to indemnify the County to the fullest extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days prior written notice to
the Provider or upon immediate written notice to the Provider in the event of a force
majeure or Act of God that prevents the occurrence of the festival.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
e. Suspension. County may suspend the Services at any time for County’s convenience
and without penalty to County upon three (3) days’ notice to Provider. Upon any
suspension by County, Provider shall discontinue the work and shall not resume the
work until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns, and legal representatives to the terms of this Agreement. Neither the
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County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations, and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor, on the list
created by the State Treasurer pursuant to G.S. 147-86.81.
c. Non-Discrimination and Living Wage. Provider shall at all times remain in compliance
with all applicable local, state, and federal laws, rules, and regulations. Provider shall at
all times remain in compliance with all applicable local, state, and federal laws, rules,
and regulations including but not limited to all state and federal anti-discrimination laws,
policies, rules, and regulations and the Orange County Non-Discrimination Policy and
Orange County Living Wage Policy (each policy is incorporated herein by reference and
may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e. Entire Agreement. This Agreement, together with the RFP and its attachments and the
Proposal and its attachments, represents the entire and integrated agreement between the
County and the Provider and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both parties. Modifications may be evidenced by facsimile
signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items, or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
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without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County’s obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County’s statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County’s authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County’s legal authority.
i. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name & Address
Attention: Orange County Attorney's Office Mr. Evan Hatch
P.O. Box 8181 #5 Berkley Road
Hillsborough, NC 27278 Chapel Hill, NC 27517
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder
set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: _________________________________
County Manager
By: __________________________________
Mr. Evan Hatch
Printed name and title
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Department
Party/Vendor Name: Mr. Evan Hatch Party/Vendor Contact Person: Mr. Evan Hatch Contact Phone: 615/545-
9279 Party/Vendor Address: #5 Berkley Road City Chapel Hill State: NC Zip: 27517 Department: Cooperative
Extension Amount: $5000 Purpose: Festival/Fundraiser Budget Code(s): 34600020-900057 Vendor # N/A- (N/A
if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal
Amendment Effective Date December 1, 2017 Approved by Board Yes No Agenda Date:
This agreement is approved as to technical form and content:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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